Behemoth
by Umi no Samui
Summary: A new hero has established himself in the Ultimate Marvel universe. Chapter 5 is up, and I'm back sorta . Read and Review!
1. Ch 1 Birth of a Metal Man

**Disclaimer: This work of fiction is based off of work and characters owned by Marvel comics. Any figures, locations, ideas, events or any other items that are copyrighted to the Marvel name are owned by Marvel. All other ideas, figures, locations, and the plot to the story all belong to the author.**

A/N: Hello all. This is a story that I've been working on for a while now. I'm a big fan of the Ultimate Marvel line of comics, and I've been kicking this plotline around for too long. So now that I've had some time, I give you the first Chapter of…

**Behemoth**

**Story of a Metal Hero **

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Ch. 1 Birth of a Metal Man or Introduction

It was dark, even with the filter on in the visor. That was going to need to be tweaked when Will got back to the lab tonight. He tried running the diagnostics. Everything was running well enough. As bad as it seemed, Will almost wanted there to be some action tonight/ Weeks of hard work to get to the point where a field test was warranted, and now he didn't have a chance.

VMMMMMM-BOOM!

"Yes!" Will cheered. He ignited the jump-jets on his armor, which tossed it into the air, in time for the back mounted rockets to kick in. A quick course adjustment later, and he was jetting off to the source of the explosion.

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Taken from the encrypted audio journal of William Larc

Entry 5

"I guess I got the idea for the armor off of the television. I was always a fan of those animated-mecha shows. Gundam Wing, Eureka Seven, and the like. Despite my knowledge to the impossibility of the venture, I often fantasized what it would be like to pilot one of those amazing creations. I suppose that factored into my decision."

"I always wanted to give back to the human race. I live here, in the city, so it made sense to start here. And even though I've been behind countless scientific and medical breakthroughs, and despite the fact that I've funded countless clinics and hospitals, it didn't seem like enough to me."

"And then fate intervened. Well, not fate exactly. I don't believe in fate. But happy accidents, well…'

"Regardless, it happened around lunch one afternoon. I had the news on while I was preparing my lunch. I do so love to cook. And a news report came on, something about a mechanical rhino suit. I thought the woman had gone mad, to be honest. But when I looked up, there it was. A man, in a large, bipedal, mechanical rhino suit. I suppose living in this city, you see everything eventually."

break 

static…….

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A few streets over from where Will had taken flight, there was a bank. A bank with a gaping hole in the front of it. Will checked the chronometer on the visor's H.U.D. 22:36 hours. He floated down to land on the pavement just off the sidewalk, and activated the loudspeaker built into his armor.

"Attention vandalism-minded miscreant. This bank is closed. Make your withdrawals after you get out of jail." Well, not as impressive as the heroic speeches he saw in the movies, but it should get the point across.

"Attention criminal. I will give you one minute to exit the building with no weaponry, hands held over your head. After this I will come in after you." Will powered down his loudspeaker, and activated the stopwatch on the H.U.D. By the time it reached 45 seconds, he saw a shadow in the gaping hole of the bank. Before he could react, there was a loud THOMP, and he was tossed back a good five feet, landing on his back in the middle of the street.

"Well well, I thought it was the spider again. Thank god, it's some newbie, dressed in a stupid tin can. What are you supposed to be, the dime-store iron man?" the man joked, as he stepped over threshold and into the light from the street. He was dressed in a purple coat, with two silver gauntlets on his arms. And strangely enough, a pair of sunglasses.

Immediately the on-board computer began to scan the villain against a database. A _federal _database. Within seconds, Will had an answer. "Herman Schultz. Alias, The Shocker. Innate powers: none. Paraphernalia based power: two wrist mounted gauntlets which excite air molecules into a vibrational frenzy, which are then directed in a tightly packed stream at high speeds. The result is an excitation of the surface molecules of the target, structural weakness, the breaking down of atomic bonds between atoms, and disruption of neural and electrical pathways." an automated voice rang out. The suit preformed a quick scan on the technology presented to it. "Current power output: moderate. Threat: Negligible." If it were possible for a computer to sound dismissive, that's the tone it would take.

Upon hearing the automated report, The Shocker flew into a rage. "No threat? What crock is that?"

Will stood up, slowly. Despite the servos and strength enhancing rig, eight and a half feet of power armor don't rise quickly. "My onboard systems can scan technology, to provide a threat assessment. Evidently it didn't think much of your little mittens. Although, from one gear-head to another, they do have a bit of promise to them. If you could only increase the output a bit."

The Shocker smiled a bit, and looked wistful. "Always nice to see someone who appreciates the craft, even is they do have the narrow mindset of a do-gooder. I tried the higher outputs. The destruction was a bit much, even for me. The lower levels were destroying sections of forests. Broke one of my wrists, too, and it tossed me halfway across the park."

"Heh. Amateur mistake. You need some sort of cushioning, something to stop the backlash from ripping your hands off. The motion-transference needs to be halted between the individual atoms of the material."

"That would work. I had a few ideas for a material like that. Even wanted to build a suit. But it got a bit expensive. Hence, where we find ourselves now." Shocker said.

"Well, that makes sense. But, regardless of my appreciation for the craft, I can't let you go. Is there any chance you'll go quietly?" Will asked.

"Nah. You're a step up from the spider and all, but I really want to finish that work of mine. Besides, you may have the fancy armored pajamas and all, but I'm faster and I can still toss you all over the place." was the answer. Quick as a flash, the Shocker fired off three quick blasts at Will, and then took off in a mad dash down the street.

Will was quicker than anticipated though, and managed to avoid the first two by activating his rocket pack. However, the third one clipped his left foot, spinning him around. Will temporarily lost control, and went head over heels into a newspaper box. By the time he had sorted out the suit, the Shocker was halfway down the street. Growling, Will took to the air and hurtled after him. He caught up before the Shocker had made it to the intersection of the next street. Hitting him in an open armed spear tackle, Will steered the Shocker into a street light.

"Gotcha. Naptime, Shocker." Will said as he connected. The Shocker could only groan as he connected with the unyielding steel pole.

By the time he came to, the Shocker was laying on the sidewalk in front of the smashed bank wall. He was face down, gauntlets removed, and handcuffed by his bag of loot. Will was standing next to him, holding the gauntlets. "I think I'm going to give these a closer look-through back at my lab. I was just waiting around for you to get picked up by the cops, and as they'll be here any moment, it's time for me to leave." As Will prepared to fire his rocket, the Shocker called out.

"Hey. Before you leave, tell me one thing. Who are you?"

"I suppose I can give you that much. The name's Behemoth. And now that test-flight one is a success, this city is going to be seeing a lot more of me." Will answered, before jetting off into the sky. Police would arrive moments later, confused to find a captured villain with no webbing and no weaponry.

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Encrypted audio journal of William Larc

Entry 5 cont.

"Well, the rhino armor was subdued by the Ultimate codenamed Iron Man. One powered armor against another. The idea struck me like… well, like a lightning bolt. The way I could truly give back. It was at that moment I began to draw up plans for my own suit of powered armor."

"Larc Industries was already working on several projects that could be appropriated, given the right sort of circumstances. Some polarized metals, strength enhancing rigs, personal jet propulsion systems. It was rather… shortsighted of me not to have seen the potential I had in my labs the entire time. But that was soon to be rectified."

My private lab received delivery of several of our prototypes within the hour. I was already hard at work on the drawing board, creating schematics for the suit. I didn't sleep and barely ate for three days. Word among my staff was that I had finally gone mad. I wasn't even letting Cassie in with meals. I made her leave them outside the door. I think at one point she made a nervous joke. Something about 'For a bodyguard, she wasn't seeing much of the person she was supposed to be guarding.' or something.

a few laughs 

"Well, after the three days, I knew I needed a good long rest. So I slept for a good 48 hours before I was back up and about. I was nearly done with it by that point. It took a few more days, but within 10 days I had the suit finished. All diagnostic programs were green. I just needed to get in a test flight. Perhaps just a small scuffle, against a gang or low level meta-crook. I'm going to set up a night near the end of the week, and take it out then."

end entry 5 

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William touched back down inside his lab, the skylight automatically sealing when he landed. He removed the helmet, and looked at the set of gauntlets he had appropriated that night. "Amazing piece of technology, really. And it shouldn't be too hard to work around that output problem. Too bad he had to be a crook." William muttered to himself. Ah well, there was work to be done.

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End Chapter 1

A/N: Well, this is the first of what should turn out to be my first story in a good long while. I have a basic plotline written out, and I think that I should be able to crank out chapters regularly due to it, but no guarantees. No rest for the wicked though. The next chapter will be out when I get the chance. Let me know what you think. I'm going to go ahead and give this an M rating as of now. I plan on addressing some rather adult themes in this, even though nothing has come up yet.


	2. Ch 2 It's a Zoo Out There, Part 1

**Disclaimer: This work of fiction is based off of work and characters owned by Marvel comics. Any figures, locations, ideas, events or any other items that are copyrighted to the Marvel name are owned by Marvel. All other ideas, figures, locations, and the plot to the story all belong to the author.**

A/N: Hello, I'm back with chapter two now. Hoping for some reviews, but I'm going to continue to write this regardless.

**Behemoth**

**Story of a Metal Hero **

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Ch. 2 It's a Zoo Out There, Part 1- Greetings of the Fist Kind

The next morning, the Bugle was abuzz. Word had leaked out that The Shocker had been brought in by some new hero. Being the weekend, Peter was in the Bugle, and was following the progression with rapt attention.

"I don't care where he is now Urich; I want an interview with the Shocker! This new nut, the one that caught him, the Shocker is the only one that saw him!" Jonah roared, waving his ever-present cigar about.

"He's in Rikers, Jonah! They barely let the cops in there, let alone the press! And I already tracked down the arresting officers. They said that all he would say was an eight foot tall metal man beat him down. Called himself 'Behemoth', apparently." Was Ben's equally vocal reply.

"Fine. Run a story. 'Metal Behemoth Apprehends Crook'. Page one, try to get some decent artwork for it this time. Move people, move. Three hours to deadline!"

Peter listened to the conversation as the office drones scurried about their tasks. He tried to look busy as he ran ideas in his head. _'Metal giant? Could it be __Colossus__, using a __different name like when Kitty was helping me? But he's not that tall. I mean, he's big, but not eight feet. Someone using a suit of power armor then? It's not Iron Man. __S__omeone__ maybe got a hold of that R.H.I.N.O. suit again? If so, they're doing better than those other two did.'_ Peter couldn't make heads or tails of it at the moment. He'd have to wait until he went on patrol that night to find out anything more.

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Taken from the encrypted audio journal of William Larc

Entry 6

"After I appropriated the tech from Shocker, I spent a few hours in the lab wiring in the main components of the vibroshock gauntlets into the forearms of the Behemoth armor. It would be nice to have another relatively harmless criminal deterrent. After a fresh coat of silver paint, they were ready to go."

"I ran a diagnostic, and tweaked the night vision to where I needed it. After that, I caught a few hours of sleep before getting up to head off to the dreadfully dull board meetings. While I was sitting in the meeting, brain nearly shut down, I scribbled some algorithms and formulas on the edges of my sheets; ways to streamline the equipment a bit more. I worked out a bit more of the jet propulsion system, and finally finished my omniband scanner."

"The omniband scanner. That's got to be one of my best ideas. Omniband. All band. Every frequency in the city. All secure police channels, everything up to the coded transmissions in the Triskelon. Of course, Fury wouldn't like that, but what he doesn't know won't hurt him. I patched the omniband into the armor, and even rigged up a Bluetooth headset to report anything major while I wasn't in the immediate vicinity of my lab."

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With the sun starting to run low in the sky, Peter was nearly midway through his rounds. He knew his aunt worried about him, so he tried to make this evening short. But he was still curious about this 'Behemoth' character. Several times in the dusk Peter had thought he'd seen a figure outlined against the setting sun, but as soon as he tried to catch more than a glimpse it was gone. Peter was almost entirely sure that this new arrival on the scene was stalking him. But when he heard the explosion, he had no choice but to swing off towards it.

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_-disturbance detected__-_, the Bluetooth chirruped into William's ear. He tapped the button on the side, then the top and bottom buttons. The first requested more details from the Omniband, and the second began an automated prep of his armor in his lab. Will rushed towards his lab, making the necessary excuses to his bodyguard. Rushing in and sealing the door behind him, will donned the strength enhancing rig, and then climbed into the Behemoth suit. _ –all systems powered and ready. launch in 3, 2, __1__. liftoff-_ Behemoth shot into the air, and followed the flight plan towards Grand Central Station. It looked as though a terrorist bombing was happening, and he was going to catch whoever was responsible.

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As Peter swung into the area of the bombing, he could see that something was out of place. Several of the pillars were toppled, people were running and screaming, and there was considerable damage to the structure of the building. But strangely enough, there didn't seem to be any injured people. Just rubble. As Peter crouched observing the damage, his spider-sense spiked. It was warning him of danger, but he couldn't _quite_ make it out of the way in time. The electric blast that slammed into his back made that fact clear enough.

"Guh. Whuzzat?" Peter moaned, picking himself up from the rooftop.

"New a little explosion would get you out in the open. Like a moth to a flame." a cold, metallic voice hissed. Spider-Man looked up, and saw a metallic form hovering in the air above him. But it wasn't the one he had been looking for.

"What? You? And you made the bug joke? That's a little underhanded, don't you think Beetle?" Peter taunted as he stood up. Hovering before him, in a suit of red and grey armor was none other than The Beetle.

"Only fair after what your little black suited buddy put me through. And since I can't find him, I'm going to take it out on you." Beetle reasoned.

"You do realize that he only attacked you because you got in the middle of his vendetta against me, right cyber-pants?" Spidey quipped.

"Auuugh! That dam mouth of yours has haunted me for too long! I'm going to destroy you!" the Beetle screamed, firing an even larger electric blast at the webbed wonder. Spider-Man rolled to the left, and brought his wrists up to fire off twin streams of webbing at the Beetle's wings. Rather than dodging, the Beetle simply folded his arms, and let the webbing bounce off the yellow force field that sprang into existence.

"I've been busy these last few months, flypaper. You can't touch me, now. But I-" the Beetle brought his hands up, and charged a huge blast. "-can blast you." He fired the huge blast at Spider-Man, who was barely able to dodge. He landed roughly on the corner of the roof, and rolled over on his back. The Beetle was already over him, with another blast.

"I've finally got you. And now, I'm going to kill you. Goodbye, pest."

Peter was shocked. All it had taken was one encounter with being blindsided by a prepared opponent, and now he was going to die. His Aunt May, Mary Jane, both would be left without him. Peter closed his eyes. And that's when he heard it.

THOMP, TH-THOMP

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When Will arrived at the station, his sensors quickly zeroed in on the signature of a second power armor. The energy expenditure registered as a mid level threat on Will's H.U.D. After a second's analysis, he determined it was from the fact that the suit was emitting an energy wavelength. 'It's probably shielding of some sort. Better jam it.' Will set his armor to pulse in an opposite magnitude but equal frequency, in order cancel out the wave coming off the Beetle. Seeing a death blow being charged, Will fired off three shock pulses. All three connected squarely with the Beetle, one snapping the end off of one wing. The Beetle was sent hurtling over the edge of the 40 foot drop, in a spiraling, looping drop. Behemoth landed lightly in front of Spider-Man, and offered him a large hand.

"Looks like I got here just in time, huh kid. Go on, get out of here. I'll finish this." Behemoth said as he helped him to his feet. Spider-Man looked up at Behemoth. He didn't even reach his shoulder!

"Look tin can, as much as I appreciate not being an extra-crispy bucket of spider-wings, Beetle is my responsibility. So, no thanks." Spider-Man looked over the edge, searching for the Beetle. He was out in the middle of the road, not moving. "Holy crap, you killed him!" Spider-Man shouted, as he began to hop over the edge. Behemoth stopped him with a hand on his shoulder. After a few moments of fiddling with the computer mounted on his forearm, he announced:

"He's not dead, just unconscious. I used my onboard systems to hack his armor and check his vitals."

"Whoa, how did you do that?" Spider-Man asked.

"Trade secret, kid. Can't let my toys get out onto the common market now, can I?"

C'mon, I won't tell. What is it, some sort of Trojan-worm virus combination?"

"Nice try, but I'm not sharing. I need to go and secure him now." Behemoth looked back over the edge. The Beetle was still there. As he began to move, the building under them rumbled. Then shook, and finally jumped a bit. After a moment of silence, Spider-Man asked:

"What was that?"

At that moment, the building beneath them began to crumble and fall apart. Without hesitating, Behemoth grabbed Spider-Man by the arm, and flew straight up in the air. After a few moments, the building completely fell apart, and a large cloud of dust blocked out all view. When it cleared, the street was empty. The Beetle was gone.

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End Chapter 2

A/N: Well there you have chapter 2. Still a bit short, but I'm trying to extend this as much as I can. I think I've got a good thing going here. Anyone want to let me know?


	3. Ch 3 It's a Zoo Out There, Part 2

**Disclaimer: This work of fiction is based off of work and characters owned by Marvel comics. Any figures, locations, ideas, events or any other items that are copyrighted to the Marvel name are owned by Marvel. All other ideas, figures, locations, and the plot to the story all belong to the author.**

A/N: Well, chapter three. A bit longer this time. Let's go.

**Behemoth**

**Story of a Metal Hero **

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Ch. 3 It's a Zoo Out There, Part 2 – The Tangled Web We Weave

Previously:

_At that moment, the building beneath them began to crumble and fall apart. Without hesitating, Behemoth grabbed Spider-Man by the arm, and flew straight up in the air. After a few moments, the building completely fell apart, and a large cloud of dust blocked out all view. When it cleared, the street was empty. The Beetle was gone._

Now:

Behemoth held Spider-Man by his forearm until the dust from the collapsing building had settled. The building had thankfully cleared out when the first bombs, the signal to draw in Spider-Man, had gone off. There was no loss of life from this accident.

"Wow, looks like Beetle wasn't kidding. He did upgrade." Spidey quipped.

"No. This wasn't something of his doing." Behemoth said resolutely.

"How do you figure? And as long as we're on speaking terms, would you mind putting me down?" the wall-crawler asked. Behemoth floated over to another rooftop, and deposited him. As he made to take off, Spider-Man fired a blast of webbing, affixing his right leg to the rooftop.

"Nuh-uh, no way. You said it wasn't The Beetle, and I want to know why. Also, I want to curl up in a little ball for a week to sleep off his new bug zapper; but that will have to wait. So spill."

Behemoth looked at the webbing on his leg. He popped a blade from the edge of his gauntlet, and sliced through the surprisingly tough compound. Finishing his task, he looked back to see the Webbed wonder cautiously studying the components of his armor.

"Fine. When I hacked his onboard computer systems to check out his vital signs-"

"Yeah, I still want to learn that little trick." Spidey commented, and then clammed up as Behemoth glared. "Please, continue. Sorry"

"As I said, when I hacked his systems, he was barely conscious. He could have, in a very small possibility, dragged himself to the sidewalk in the short amount of time we were arguing. We would have seen him when we looked over the edge. So he must have had a partner, someone who helped him to escape."

"And the building?"

"Most likely the work of his accomplice, who would need to be a strongman of some sort. I didn't detect any detonation frequencies used, so it is most probable that the supports were torn out by hand."

"Yikes. So step one is stay away from him."

"Must you do that?"

"Do what?"

"Make an inane little comment every time that I pause to breathe."

"Oh, that. It helps with the nerves. It was either nervous jokes, or wetting myself; and I don't have the time for a Laundromat stop every few hours."

Behemoth let loose an audible sigh, and turned to leave.

"Wait! Where are you going?"

"I need to find the villain. I know I'm new, but that is part of the job description, yes?" Behemoth bit back sarcastically.

"Well yeah, but how are you going to do it?" Spider-Man asked.

"Why do you care? I'm not letting some prepubescent schoolchild tag along to get killed."

"Hey, unfair. I could have been making all sorts of jokes about the Wizard of Oz, since you seem to be lacking a heart. But I've been nice. Sort of, anyway."

Sighs again. "I'll probably start with scanning for his shielding frequency. If he's smart enough, he'll leave it off until he gets it recalibrated. If he isn't I should be able to get him soon enough."

"And you're not willing to let me tag along?"

"No. Conversation over; go home." Behemoth took off straight upwards, disappearing into the night sky. Staring after him, Spider-Man mused aloud.

"Jerk. They always have the fancy exits after telling me off."

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Undisclosed Location

The Beetle regained consciousness to a splitting headache and a sore shoulder.

"Aaugh. The bastard snuck up on me."

"Really now? Is that what happened? Because it looked to me like you were made a complete fool of out there." a deep bass voice rumbled.

"Ah, shut up you. I had him. And the asshole that saved him managed to hit me through my shield. I thought you said the thing was foolproof?"

"This should indicate, I should think, that we are dealing with no fool. Now get up. I had to begin the reconstruction of your armor, but since you are the one that allowed the damage in the first place, I think you can finish. You'll need a new wing…"

"Dammit."

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Taken from the encrypted audio journal of William Larc

Entry 4

"I could have worked for S.H.I.E.L.D. in all reality. In fact, if they knew about me, what I can do, they'd probably press-gang me into employment. That was the reasoning behind my creating the C.H.I.L.D. Yes, the acronym is rather juvenile, but it gives me some small modicum of enjoyment when I get to utter the phrase' Fury was fooled by a c.h.i.l.d.' Chameleon Hard Image Light Device. An image inducer of sorts that creates a hard-light hologram, giving the impression of realistic texture an even advanced enough to fool infrared and x-ray scanners. I worked false _fingerprints_ into it. If I had to come up with my most important invention, with everything I and those in my employ have created, I would rank this as the most important."

break

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When Will landed in his lab, there was someone pounding at his door.

"Dammit Will, open up. I've been out here for a half an hour!" Cassie was screaming through the reinforced adamantium door. Quickly exiting and stowing his armor, Will grabbed at an I-pod from his work bench. The door was opened.

"Hello Cassie. Didn't hear you. I see you've got my dinner?" William asked completely nonchalant.

"Yes. The same dinner I've been trying to get you to eat for the last two weeks. The same dinner that is consistently left outside your door every night, to be collected in the morning. You need to eat. So I'm going to force you to eat."

"But-"

"Shut it. Employer or not, I'm in charge. Eat."

William demurely accepted the food from his bodyguard. She stood over him as he sat at a lab station, and began to bolt the pasta down. After mopping his plate with the slice of provided garlic bread, he looked up.

"Satisfactory?"

"Yes. But if you don't start eating when I bring you your meals, I'll blow your lab up. Then I'll tie you to a bed and stuff a feeding tube down your neck. Got it?"

"Careful. You make that sound like a good option." Will answered the woman 12 years his senior, already busying himself at a computer terminal.

Cassie chuckled as she left the lab, the door sealing behind her. Will resumed his attention to the problem at hand.

A flash crossed the computer monitor as Will pulled up his copy of the hacked S.H.I.E.L.D. 'powered individual' database. Anyone they had ever gotten their hands on had a file in there, and Will was looking for one in particular. After pulling up the file labeled Spider-Man, he found a multitude of connected files and one word document under several levels of encryption. Two minutes later, it was open on his desktop.

"Peter Parker. Well, I might be able to use that. Let's see what he's been connected to." Will muttered as he opened encrypted file after encrypted file. Soon, he had files open on individuals named May Parker, Mary-Jane Watson, the Watson family, Gwen Stacy, Captain Stacy, Curt Connors, Norman Osborn, Harry Osborn, Otto Octavius, and a slew of others he recognized as 'powered individuals' Spider-Man had fought. The more he read, the more impressed he became. When William finally looked over at his clock, he realized it was nearing four in the morning. Reluctantly, he powered down the computer after committing to memory Peter's school.

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Taken from the encrypted audio journal of William Larc

Entry 4 continued

"After the C.H.I.L.D. system was working, I started working on my next brainstorm project. I started running schematics for a variable-mass android. One of those, equipped with a few Chameleon devices could pass off as human with the right software. It would take extensive research on an individual, and a few complex algorithms in the programming, but it was feasibly possible.

shuffling noise 

"As of this moment, the Life Model Decoy program, as it is being called, is still in the design phase, but as a somewhat 'pre-emptive' measure many notable figures are being filmed in a near continuous manner. I have recently finished the computations on an algorithm meant to mimic my behaviors and thoughts. I plan to test the first L.M.D. as a copy of myself in a press conference at a later date.

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Waking up just shy of noon, William dressed for the few meetings he had with his board of directors that day. It would likely be more pressure to move into the new technical arms market; a move he refused to make every time it was brought up. He didn't give the meetings much thought. Will was more concentrating on his evening task.

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As Peter leapt off the roof of the Bugle after work, he got the eerie feeling that he was being watched again. A feeling that had nearly come with dire consequences the night prior. Peter whipped himself around the corner of a building, and immediately stuck himself to the edge. As he caught his breath. He peered around the corner to see if he could spot his stalker.

"Nice try. But a bit predictable." Came the voice behind him.

"Gaaah!" was the well articulated response as Spider-Man nearly let go of the wall. Behind him in mid-air was Behemoth.

"Very good. Don't fall now." he chuckled.

"Seriously. First you tell me to get lost. Then you stalk me from my uh… break. And now you're making jokes? I mean, that was a pretty weak joke, but still… what the hell, man?" Spidey complained.

"Right. Well, I decided that a conversation was in order. Is there someplace you might know of that we could speak?"

"Uh, yeah, I guess. But I'm so not taking you back to my place after this little date buster. I'm just old fashioned like that." After the obligatory wit, Spider-Man swung off towards the river and a rather deserted section of town. Groaning and beginning to question his decision, Behemoth followed.

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Landing in a deserted warehouse, Behemoth looked around for Spider-Man. He was suspended from the ceiling off to the left.

"You may want to be standing for this." Behemoth said casually.

"Nah, I'm good. What's so important, Mr. High-and-Mighty Iron-Man-Rip-off?"

"Well, I was just going to let you know that I was aware of who you are, Mr. Parker." At the mention of his name, Peter actually fell off his web line, and fell towards the floor. His Spider-sense kicking in, he managed to land in a crouch.

"Ho-how? X-ray vision? I swear, if you hurt my friends or my aunt I'll-"Behemoth cut him off in the middle of his rant.

"Your friends and family are safe. And while, yes, my suit can see into the x-ray and infrared, I had a much easier way of finding out whom you were. I simply called up the S.H.I.E.L.D. database, and searched for documents pertaining to Spider-Man."

"So what, you work for Fury then?"

"Absolutely not. I routinely hack and copy all of the files that S.H.I.E.L.D. has, so that in cases like this I have the most up-to-date information."

"No way! Fury has a whole fleet of computer technicians. They'd know, and catch you."

"Unless, of course, I'm smarter than a 'whole fleet' of computer specialists. You didn't think I bought this suit on EBAY, did you?"

"Well, you never know with the internet and all. But don't sidetrack me. I've got you now!" Spider-Man announced. "Leave me alone or I'll tell Fury about your hack-job."

"I had no intention of harming you. You see, when I read through what Fury had on you, and you activities- which was a lot, so you know- I was impressed. And, well, to be honest, you've been at this longer than me. So, since I realized that you'd attempt to find the Beetle regardless of what I said, I was going to offer to work with you, instead of against you." Behemoth ended his speech, and waited for an answer. Spider-Man looked thoughtful.

"If you have all the information on me that Fury had, then you know that the last time that happened, one of the nuts attacked my school to bring me to the Kingpin. And, really, I have no reason to trust you any more than I did him."

"Well, I can fix that." Behemoth said, resolutely. He had run the odds, and they all came down to this scenario. He reached up and touched a few indentations on the edge of his visor. With a pneumatic hiss, the front rose upwards as the sides dropped down to lie along his shoulders. Holding his hand up, he said: "William Larc. Owner of Larclite industries."

A stunned Spider-Man shook his hand. "You? You're that 20 year old dude that builds the hospitals and the schools and stuff. Richest guy this side of Tony Stark. Wha- how the hell did this happen?"

"Well, to make a long story short, I felt I needed to contribute to society in a more… direct manner. Stark was one of my influences. It was easier to build a suit of power armor than try to alter my genetics. At least on a small time scale. And I'll have you know, Larclite passed Starktech last quarter."

"But how?"

"Well, once again in the quick version, I'm X-Gene positive. But instead of any fancy looking powers, I got enhanced cognitive abilities. So… the metal armor. Now, you want my help?"

"Do I look crazy enough to turn you down?" Spider-Man said.

"Well, the pajamas do seem to make that claim. But, regardless, here." Behemoth tossed a metallic belt to the Webbed One. "That should allow you to neutralize his shielding; it emits an auto-calibrating counter-field. And, with luck, it should absorb some of his blasts power too." Behemoth closed his visor. "Now let's get moving; I just picked up his shielding a half a mile from here, he's attacking a shipyard."

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When the unlikely duo arrived at the shipyard, the Beetle was standing on the end of a crane, waiting for them.

"Excellent, I was beginning to wonder if you had finished the bug for me." Beetle taunted. "Looks like I get the pleasure."

"He took you last time Beetle, and this time it's two on one." Spidey boasted.

"Oh no, it's two on two. Even match, but even so you're both goners." Beetle shot back. With that little challenge posed, Peter's Spider-sense went haywire.

"Look out!" he yelled, as a large forklift came flying at them. Behemoth managed to blast it apart in time to catch a chest plate full of charging R.H.I.N.O.

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A/N: Well, chapter three. I do seriously hope some people read this, but, meh.


	4. Ch 4 It's a Zoo Out There, Part 3

**Disclaimer: This work of fiction is based off of work and characters owned by Marvel comics. Any figures, locations, ideas, events or any other items that are copyrighted to the Marvel name are owned by Marvel. All other ideas, figures, locations, and the plot to the story all belong to the author.**

A/N: Chapter Four up. To any and all who read my work, please pass it on. Best publicity is word of mouth, so keep it spreading.

**Behemoth**

**Story of a Metal Hero **

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Ch. 4 It's a Zoo Out There, Part 3 – Back Behind Bars

Previously:

_When the unlikely duo arrived at the shipyard, the Beetle was standing on the end of a crane, waiting for them. _

"_Excellent, I was beginning to wonder if you had finished the bug for me." Beetle taunted. "Looks like I get the pleasure."_

"_He took you last time Beetle, and this time it's two on one." Spidey boasted._

"_Oh no, it's two on two. Even match, but even so you're both goners." Beetle shot back. With that little challenge posed, Peter's Spider-sense went haywire._

"_Look out!" he yelled, as a large forklift came flying at them. Behemoth managed to blast it apart in time to catch a chest plate full of charging R.H.I.N.O._

Now:

Careening into a building, Behemoth came down hard after being hit by R.H.I.N.O. Will went through the side of the building, destroying the contents of several crates, along with the crates themselves. Spider-Man was dodging potshots from Beetle, who had taken to the air as soon as Will was hit. R.H.I.N.O. was now standing over Will, gloating.

"You made your first mistake when you let me observe you in action the other day. I was able to ascertain that you have some level of intelligence, as you were able to stymie the shielding I had installed on Beetle. This being the case, I had to devise this small ….operation." At this point he picked up a piece of steel girder the Behemoth had crashed through. "You are _quite_ the little upstart." Before Behemoth could lift himself from the wreckage, R.H.I.N.O. had batted him sideways, further into the warehouse.

Will picked himself up, after crashing through several more piles of crating. Igniting thrusters, he took to the air, attempting to get a handle on R.H.I.N.O., who in turn made use of his steel bat as an impromptu missile. Barely dodging, Will fired his jets, attempting to tackle R.H.I.N.O. When he saw him coming, R.H.I.N.O. dodged to the side. Will smirked. He was expecting that. Changing direction quickly, Behemoth kicked on his afterburners in R.H.I.N.O.'s chest. While not much, it was enough to knock him backwards, into another beam. With a roar, R.H.I.N.O. righted himself and wrenched the I-beam from the floor, dragging up a chunk of concrete with it. In two quick bounds he was next to Behemoth, swinging his improvised hammer. It connected square with Behemoth's torso, cracking the circular disc in the center. Will's thoughts weren't on this at the moment, however, as he had gone crashing back through the warehouse wall, and outside.

_-warning. main power supply breached. significant damage sustained. retreat recommended.-_ his computer voice helpfully chirped in his ear. Will managed to get up on one knee, and looked up further when he heard chuckling.

"Looks as though I win now, doesn't it?" R.H.I.N.O. smirked. He was holding his (now bent) club, and standing half in the warehouse. Will looked past him and froze. Taking a quick look for Spider-Man, who was in a similar predicament, Will raised his left arm one last time. Taking careful aim, he hissed to his computer. "Raise damper pins on vibro-shock unit. Unlock level seven power setting, divert twenty percent remaining energy to unit. Authorization code: SA TAU MI. Fire." A literal hurricane shot from his left arm, compacted to the size of a c.d. Will felt his arm nearly leave his socket, and prayed that his shot would connect.

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Taken from the encrypted audio journal of William Larc

Entry 1

"I was really hoping that I could have had my parents here to see this. Larclite Industries, the new pride of New York City. We employ more people than any other excluding the Triskelion. New, cheaper, more effective medicines and technologies are being churned out daily. Mom, dad… Jack. I hope you're all proud."

Static

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Back at the Battle:

Despite the speed at which Will's shot was moving, R.H.I.N.O. managed to stumble backwards out of it's path. It careened through the warehouse, and out the other side. The R.H.I.N.O. re-appeared, laughing with a deep bark.

"Heh heh heh heh. That was it, wasn't it? Your last show of defiance? You've nearly managed to blow your own arm off, and you couldn't even hit me!"

"I wasn't aiming for you, ignoramus." Behemoth choked out. Their earlier exchange inside the structure had punched several holes in the walls, and removed a few support beams. Will had managed to fire his shock in a long arc, knocking out another three. With half of it's support missing, the building let out a groan. Before the shocked R.H.I.N.O. could move, the roof landed on his head. Will was up and moving before the dust had settled, rocketing through The Beetle and Spider-Man, catching the later with his uninjured right arm. He took off back towards the city, intent on making distance while he could. Beetle looked on, disbelieving, before turning to dig out his partner.

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Over the penthouse of Larc Tower:

Behemoth unceremoniously crashed through his skylight into his lab, a bedraggled Peter landing inside with him. The cross-city flight hadn't been the smoothest; Will was loosing power fast after his final strike. He had needed to shunt power from secondary systems into his jets in order to leave Beetle behind. By the time he was back to his lab, his shoulder had been screaming, and the suit's power cut out. Will managed to remove his helmet before calling out to the empty lab. "Penthouse lockdown; authorization code: Larc." The gaping hole in the roof was instantly covered by a sheet of metal, and all the windows shuttered to the point of darkness. Groaning, the two disentangled themselves. Peter was about to ask what was going on when the large, solid lab door flew open, literally embedding itself in the wall behind it's arc. Will's bodyguard Cassie stood there, pistol in her hand, aimed at the pair.

"Where's Mr. Larc? His authorization code went off, where is he?" She kept her gun trained on the two until Spidey pointed a finger towards Behemoth's uncovered head. Will coughed as she looked at him and froze. He looked up and offered a weak grin.

"Cassie, go run my tub full of water, warm but not scalding please. Dump the full bottle of green, soap-like fluid in the bottom first." Cassie hadn't moved a few moments after he finished speaking. "Cassie, please. I'll talk later, but right now I'm a bit hurt. Can you let this go for now?" Shaking a bit, but lowering her gun, Cassie nodded, and withdrew from the room. With unsteady hands, William pushed a series of buttons on his costume. With a hermetic hiss, the armored costume began to release, allowing him to squirm out. Underneath was a silver skintight suit, containing the strength enhancement rig. He limped over to a lab bench, and opened a drawer. Withdrawing a vial, Will motioned Peter over. "Here, Peter. This, when added to water, enhances the bodies healing ability, and repairs extreme injuries in a quicker manner than anything else in existence. Add it to a bath and you should be up and running in an hour or so." William handed the vial of green liquid to Peter.

"Um, thanks. So, not that I'm not grateful for the save, but why did we run? Those two are still out there."

"We'll get them. But I need to heal up, and rework some of my suit. And the belt I made you got fried. So, we're going to have to put some new ideas on this into play. Come by tomorrow, out of costume, and we'll talk up here. You can let me know then if you're in or out on this."

"So, what, just waltz in like I own the place? That'll go over real well." Came the sarcastic retort.

"No, I'll tell my front desk to be expecting you. And Cassie, my assistant/ bodyguard will escort you up. I'm going to have to let her in on this now that she's seen me."

Spider-Man panicked. "You can't tell her who I am! It's a secret identity for a reason!"

"Cassie is the most trustworthy person in my employ. The only reason she didn't already know what I was doing is the fact that she has a tendency to be overprotective. So, now I'll have no excuse not to let her in on this."

"I don't like it. But… I don't really see much I could do otherwise. I'll be here. Early." William nodded, and opened the skylight long enough for Peter to get out. After it was again closed, William limped towards his penthouse bath. Upon reaching it, he stripped the strength rig and sank into the medicated waters.

"Who was the midget in spandex?" Cassie's voice echoed from the edge of the bathroom.

"Spider-Man. Also known as Peter Parker. A student at Midtown High, and part time vigilante."

"Yeah, the hell was that you were doing there?" Cassie suddenly shouted, stepping towards Will. "What the fuck are you doing dressed up in some tin suit, palling around with spandex cowboys? Do you have a death wish? You could get killed!"

"It's… I have to, Cass. Nothing, none of what I've done feels like enough. I'm not making enough of an impact. But this… I can help. I'm needed out there."

Cassie was quiet. When she looked up, she spoke in a calmer ton. "Mind's made up, huh? Nothing I can do to stop you?"

"No. But you can help, if it will ease your mind. I have, well …had, a communications array in my armor. I could have you working screens back here. Letting me know what's going on, keeping me informed. Would that ease your mind?"

"Better than nothing." Cassie sighed. "Now tell me more about this kid Peter."

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The next morning, a nervous Peter Parker approached the entrance to Larc tower. He let out an involuntary gasp as he entered the lobby. Dark wood paneling and plush green carpet led up to a huge desk. A man was standing behind the desk, talking to Larc's assistant. What was her name? Cassie? At any rate, she had seen him and beckoned him over.

"Uh, hi?" Peter said. "I was supposed to come by here today, I think?" he managed to mumble out.

"Oh yes, you must be the person that Mr. Larc said would be stopping by. The elevator will take you up to the penthouse." She said, giving him a quick wink. "He's waiting for you, just go ahead." At this, Peter gave a nervous grin and entered the lift. As he entered, the lights powered on, and the door closed. A slight shift in the floor and low humming noise were the only indication he was moving. After a few moments, the doors opened, depositing him in a hallway. There were several doors up and down the sides, but the only open one was the sliding metal door at the end of the hallway. Peter cautiously walked down the hallway to the door.

"Come on in, Pete." Will called out from his lab bench. He was dressed in most of a business suit, jacket ditched over a stool. His sleeves were rolled up, he was wearing a leather set of work gloves, and seemed to be working on a new belt for Peter. "I figured out the problem that the belt had. A couple of the wires inside got crossed, and one of Beetle's blasts must have shorted it out. I've replaced and isolated all the wires inside the belt. I've also got some … other interesting toys for you." Peter walked in and perched on the stool next to Will.

"Uh, Mr. Larc, not to quest-"

"Please. Call me Will. This is hardly a professional setting, and being called Mr. Larc all day can grate the nerves."

"Alright, Will then. Like I was saying, shouldn't you be working on your suit? I can get along without this stuff." As Peter finished speaking, Will pointed over his shoulder without looking up from the workbench. Directly behind him a panel in the wall had been pulled to the side. Inside was an armory of sorts. Peter couldn't help himself. He wandered over to investigate.

Several hooks held silver bodysuits with some sort of circuitry inside them. There were some shelves holding completed and half completed weaponry and other gizmos. A small table had what appeared to be half a robotic torso on it. But most of the small room was taken up by a large machine, at the center of which sat the Behemoth armor. Several mechanical arms were swiveling around the suit, finishing up the very last of the repairs. As Peter stood marveling at the machinations, Will came up behind him.

"Nice huh." He said as Peter proceeded to jump out of his skin. "I automated it after a few trial runs demolished some of the components. Making it modular helped cut down on recovery time too. So, now the only time I have to change something myself is when I'm upgrading the tech."

"Like adding Shocker's stolen gauntlets?" Peter asked.

"Noticed that, did you? He was actually at the receiving end of the first test flight. I went looking for a gang fight or small timer to test the suit against. Found him, and got into a bit of a tech head discussion before a little bit of a scuffle."

"Yeah, scuffle seems like the right word for him. Honestly, it's pretty sad. Guy's doing his best to be a 'super-villain' and every time I end up taking him down by tossing a web in front of him."

"He doesn't seem like that bad a guy, beyond the whole petty crook bit. He said he just wants the money to tinker with his inventions. I really can't even blame him. The inventor's bug has bitten me pretty hard in the past, and who knows what I would have done without the resources at my disposal."

"Speaking of resources…" Peter said, gesturing around the rest of the room.

"An, the grand tour it is then." Will said, stepping into the closet. "As you've seen, to the left is the Behemoth Suit and recovery/repowering station, currently finishing some minor repairs. Center, the rack of silver spandex. Those are actually strength enhancement rigs one of my techies downstairs came up with. Gives something like a 200% increase in strength. The suits can be worn as is, with micro circuitry inside providing the boost; or it can be worn under something like my armor, providing an extra boost for the servos in the suit to pick up. Also makes a great last line of defense against any of the nuts who manage to peel me out of my steel pajamas."

Peter whistled appreciatively at the specs listed to him. "Got one of those for me?" he joked, laughing a bit. His laughter came to a choked end as Will pulled a suit from a peg and tossed it to him.

"You'll probably want to wear it under your costume unless you want everyone calling you the silver spider." Will joked back as Peter caught the enhancement rig. Peter was stunned for a moment before he tried to press the priceless equipment back into Will's hands.

"Honestly, I can't take this from you. The price this must cost you, it wouldn't be right."

"Nonsense. We developed this in a bid for S.H.I.E.L.D. and were amazingly turned down. Apparently another company got the contract. Evenly more amazing is the fact that I still haven't found out who or why yet. Fury must be keeping that hard copy only at the moment. So take it." Peter was stunned as he tucked the rig in his bag. " Now, continuing on. A good deal of the equipment on shelves in here is in the 'still developing' phase. I've actually gotten a good deal of ideas and schematics from the NYPD metacriminal evidence logs. One in particular, who I believe you knew as 'The Ringer' had a particularly ingenious method of creating solid objects by compressing microscopic pollutants in the air."

"So that's how he did it. That was crazy. What's worse was that he almost beat me there."

"Well, unexpected technology is the greatest ace in the whole. If it makes you feel any better, I think they tied him so some larger conspiracy. Somebody supplying criminals with armored suits in order to get a cut of their loot." Will wandered off in his head for a moment, before coming back to reality with a start. "Moving on, we have my final project, a variable mass android equipped with a camouflaging device capable of fooling the best biometric scanners. A project I'm working on I call Life Model Decoy's."

Peter was instantly interested. "But… but this would mean that you'd be creating a completely expendable robotic clone that could essentially be you… and leave definitive proof that you're in no way connected to Behemoth. Aww man, where the hell was this six months ago before everyone started figuring out who the hell I am!"

"Sorry about that. It's not quite done yet. I'm working on getting it ready for a press conference in a few months. If it can fool the vultures, it'll work on anyone." Will finished as he led them out of the closet. "So, as I was saying, I was tinkering on some things for you." He led Peter back over to the bench he had been sitting at. "I mentioned the Ringer back there specifically because of these." He said, sliding Pete a set of silver cuffs. As Peter slipped one over his wrist, it tightened to the point it wouldn't slip off his wrist, and a small spout raised over the back of his hand. "It uses similar technology to fire small darts that can cause temporary paralysis or short out electrical equipment. Clench your hand and quickly flick your full hand out flat." Peter did as he was instructed, a small silver dart shooting out and bouncing off the ceiling. Will ducked as it whistled past his head. 'As you can see, it has some force behind it. The hardened tip will penetrate Kevlar at 20 yards, but will dissolve when it hits the bloodstream, causing no more damage than a small scratch. Just be careful where you aim."

"Heh, sorry." Peter said. "These are pretty cool. Stinger darts."

"Indeed." Will handed Peter what appeared to be a Bluetooth headset. "This is linked to my omniband scanner. It'll pick up any emergency transmission in the city. Might work out a bit better than waiting for the news to catch the story." At this, Peter looked at all the things Will was working on for him, or had given him, and was at a loss.

"Why are you doing this?" Peter asked, confused beyond all belief. "Why would somebody I barely know throw millions (billions?) of dollars of scientific breakthroughs at me like it meant nothing?" William sighed, looking older than his years, and sat down while motioning for Peter to do the same.

"Like I said yesterday, Pete, I haven't been at this for a long time. But it's something that I have to do, despite the fact that I have no idea how to do it. And that's because of the one thing I know above all else: the world is not a nice place. People die every day, thousands of them. Good, bad, poor or rich, that means nothing in death. But in life, there are good people. They're usually the ones under the feet of the rest of the world. Rarely do they end up in a position of power or influence high enough to make a real difference. But you, you're one of those good people with enough power to make a difference. And even more importantly, _you're trying_. And so I'm making it my mission to keep you, and everyone else like you I can find, alive and fighting the good fight." Stunned by his words, Peter could only stare at Will. The imposing figure of businessman William Larc was gone, and in his place was a young man who knew firsthand what a terrible place the world could be. "Go home Peter. I'll let you know when I find those idiots." Peter simply stood, shoving his new toys into his backpack. With a backwards glance to Will, Peter headed back out to the elevator.

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Parker Household

When Peter arrived home that afternoon, he surprised his aunt by giving her a large hug, before retiring to his own 'lab', to his computer. Curious, Peter fired up his web browser and preformed a quick Goggle search on William Larc. There wasn't much beyond the company bio, but with a few creative applications of his Bugle ID number, a couple of online news archives were open on the screen. One article was a detention roster from Ellis Island during World War Two listing a French soldier under the name Alexandre L'Arc. The man had apparently been one of a group of French Freedom Fighters granted American citizenship for their work during the war. He had been on a ship making its way from France to America when a bout of Typhus struck the entire ship. Alexandre had been the only one to fight off the Typhus, and had been detained on Ellis Island to ensure that he wasn't contagious. Several other documents established a family genealogy, resulting in a rough family tree producing Will as the great grandchild of Alexandre. Alexandre's son had made a killing in business, dealing with everything from geothermal energy to assisting in the construction of the USS _George Washington. _Apparently it was Will's father who moved to consolidate all of their projects under the one heading of Larclite Industries. He had just put into motion all of the necessary components when he disappeared. At this Peter frowned. A bit more digging revealed an article from a paper in Seattle about two campers going missing after an animal of some sort attacked their campsite. The bodies of Sean Larc and his son Jacob Larc were never recovered. Peter blanched. Will had lost family too. And according to the next article, his mother was also dead. She had apparently been lost to gang violence in the streets of New York, leaving Will an orphan with no family to take him in. No wonder he was so interested in making the world a better place.

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It was about three A.M. when the headset next to Peter's bed started to beep. It started off low, then grew in pitch with urgency enough that it eventually roused Peter from his slumber. He slipped it over his ear and answered drowsily.

"Whazzit?" he pronounced eloquently.

"Sorry Pete. I've finally gotten a lock on the energy signatures from the power armor the two of them are wearing. We need to move, now, while we can." Will's voice answered in Peters ear.

"Geh. On m' way." Peter replied, before literally rolling out of bed. He left a (rather illegible) note stuck to his door for Aunt May, before donning his costume and new toys. As he was swinging towards the city he let loose a muffled curse at forgetting to remove the headset from his ear. It now looked as if his right ear had a finger stuck in it under his mask.

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Peter made it back to the city with rather record time given the time of night, and was heading towards Larc Tower when the splendid sight of an armored man rose up from the roof, silhouetted against the full moon. He turned and flew over to Spider-Man before gesturing in a 'follow me' manner. Without any words exchanged, the two took off across the city under cover of darkness, heading towards the docks. In short order, the two were casing a warehouse set almost directly on the water, much of the dock underneath having rotted and sunk through years of neglect.

"Is this it?" Peter whispered. Will nodded.

"They're in that corner." He said, pointing to the far left. "Or at least the armor's are."

"Can't you pull that hacker trick you did on Beetle?" Peter asked.

"That would only work if they sleep in their armor. Besides, I have a better idea." Will said, patting a side pouch on his metal 'belt'.

"That wasn't there earlier." Peter said with interest, eyeing the possible new tech.

"I finished it after you left." Will replied. He produced two flat, octagonal discs of silver, with a raised semi-circle of green on the top. Underneath were what appeared to be miniaturized hover-points. "Hover-cams. They're hooked up to the computer system back at base, and can also overlay into my visor H.U.D. on a temporary basis. So, we send them in to find out what we're up against."

"Awesome. But how do they know what to look for?"

"Like I said, they're hooked up to the computer back at base. Which Cassie is now staffing." A yawn broke over the headset.

"And just let me again remind you how _thrilled_ I am you woke me up at this time of night." she growled.

"Love you too, Cass." Will shot back. "You ready to go, or do you want to call it a night and go back to sleep?"

"Nah, nah, send the little bastards in. I'll let you know what I see." Will held the hover-cams flat in his hands, letting them activate and take off. Cassie directed them down towards the dilapidated structure. Cassie, guiding them by remote, maneuvered the cameras through a hole in one of the walls. Once inside, the thermal imagers activated. Cassie patched the feed through to Will. "Here. Make of it what you will."

Will took a look. "I think we're good to go in. It looks like both of them are out of armor, and asleep on the far side of the room. Their armor seems to be sitting against the closest wall to us."

"So how do we do this then?" Peter asked.

"I think if I blow out the wall their armor is on, you can get to them before than they can suit up. How does that sound?"

"Sounds good." Pete said. Behemoth moved in close to the wall, and moved about for a few moments. When he came back, Spider-Man gave him a look. "What was that?"

"I had some point explosives with me. Minimal damage to the structure, maximum effectiveness." Behemoth pressed a button. An explosion rocked the wall, and the shapes of two battle suits could be seen tumbling backwards.

"The hell was that?" Spidey yelled over the noise/

"Special compound utilizing Thermite and Tannerite explosive charges. Now go!" Behemoth gave Spider-Man a shove. He dove through the hole in the wall. Behemoth was following him closely. Spider-Man webbed the two figures sitting up on the cots and moved forward. When he got close, he motioned to Will. "What?"

"It's not them." Peter said.

"Wait, what?"

"That's not them!" Peter said a bit more forcefully. Will then became aware of several things at once. First, he armored suits were not outside the hole he had made in the wall. Second, his sensors were picking up a building energy charge somewhere above him. And thirdly, he was already moving towards Spider-Man. Each of them grabbed one of the trussed up bundles in front of them, and Behemoth was kicking out the wall as the roof caved in.

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When the wall behind them had, for all intents and purposes, dissolved, R.H.I.N.O. was a bit surprised. He had expected the spider to attempt a sneak entry from the far side of the building. Of the seven most probable options that he was expecting, a shock and awe entry in the middle of the night factored in someplace around number four. Nevertheless, the pinpoint accuracy of the explosive charges impressed him. Whoever the other fool was that had shown up last time, he was good. It took several precious seconds for Beetle and himself to right themselves, and begin a counter-attack. By that time, it seemed that his adversaries were aware of his ruse. Ah well. The best laid plans…

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As Will kicked out the wall in front of them, Peter grabbed both of the people and swung them back a bit from the collapsing building. Behemoth turned around in time to catch an energy blast from Beetle in the chest. The blast itself exploded with little effect, but it put him off balance long enough for R.H.I.N.O. to plow into him, knocking him over. Thankfully, before the villains could press their advantage, Spider-Man was back swinging in with a kick to R.H.I.N.O.'s face. He managed to get over onto his back and immediately tried to pry armor plates off. Behemoth took to the air and began trading shots with Beetle. In between volleys, he saw R.H.I.N.O. get a hand on Spidey and grab him by the torso. R.H.I.N.O. pulled Spider-Man so that he was holding him, ready to crush ribs.

"Enough! Land and power down immediately, or I'll end his life!" R.H.I.N.O. called out. Putting his hands up, Behemoth landed on the ground, the external lights on his costume dimming.

"Alright, don't hurt him. I'm powering down." Will was thinking fast. As R.H.I.N.O. began to gloat, Will activated his com link and whispered to Peter. "Hey, remember those fun little darts I gave you? Big, fleshy face shaped target right there in front of you." Insight striking, Peter lifted his right arm and let loose five rapid fire darts into R.H.I.N.O's face from less than a foot away, followed with a haymaker that snapped R.H.I.N.O.'s head back. Staggering, R.H.I.N.O. dropped Spider-Man, and snack like a sack of rocks. Seeing this Behemoth ended the cool-down cycle his armor was in, and shot straight up into Beetle. Grabbing him around the throat, he ripped the entire flight-pack from his back. Seizing up, Beetle's armor shorted out and locked up. The resulting electrical feedback knocked him unconscious. Behemoth and Spider-Man were victorious.

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Shortly after removing the villains from their armored suits, the dynamic duo dropped them off at a nearby police station. Behemoth held on to Beetle's flight equipment, claiming he 'wanted a closer look at it', and was about to head on his way when Spider-Man stopped him.

"Listen, Will, I… the other day, I did a little bit of looking into… well you. I found a couple of old newspaper articles that said what happened to your family. For what it's worth, I'm sorry, man."

"I…" Will was genuinely surprised. "I thank you. From what I've read in your S.H.I.E.L.D. file, you haven't had much of an easy life either. I suppose that's one of the reasons I decided to trust you with who I really am." An awkward silence ensued. After a moment, Will broke it. "Stay safe Peter. You feel free to come and see me at any time. I'm looking forward to working with you in the future."

"Thanks. I'll keep in touch. And I'll hold on to the little radio thing in case you ever need to get a hold of me. Seeya later." With that, the webbed wonder was gone, slinging off towards home and a few more hours sleep. Will himself took off towards his tower, his heart a bit lighter than it had been in a while. It had been a long time since he had had anyone he could honestly consider calling a friend with the exception of Cassie. Now, it looked as though he might have a new one.

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Next Chapter: Ch. 5-Musings

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Ending A/N: Yeah, I know, it's been a long time. Nothing to be done about it. Hopefully the new chapter has been enjoyable, and keep on expecting a chapter five. At some point. No idea when.

Till then, as a special treat, here's a look at a piece of a far future chapter from _Behemoth_.

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Ch. 45 Stand Alone Complex- Frozen Heart

Cold. It was so cold.

Who was she. She couldn't remember. Wait. Angela. Angela Grant. Where was she?

That was harder. It looked like an alley of some sort. She was in a box, of all the clichés. And she was cold. Angela couldn't remember how she got there, or even where _there _was.

As she was attempting to decide how to proceed, she attempted to leave her box. As she began to crawl out, she glanced at her hand. It was blue.

Her hand was a pale blue. Pale, but noticeable. And as Angela looked down at her hand, she stiffened, the last few days returning in a rush.

**Three Days Previous**

Angela had come home from school early that day. She had gone to the nurse, complaining that she was freezing. The nurse had offered the thermometer, and a slight fever had been found.

Her father was called, and with a touch of concern, brought her home. Angela had waved him off, and gone upstairs to her room to lie down.

For some reason, she stopped and looked at the photo of her mother she had framed on her desk. As far as she new, it was the only one left in the house.

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Samui out.


	5. Ch 5 Interlude 1

**Disclaimer: This work of fiction is based off of work and characters owned by Marvel comics. Any figures, locations, ideas, events or any other items that are copyrighted to the Marvel name are owned by Marvel. All other ideas, figures, locations, and the plot to the story all belong to the author.**

A/N: Here we go again…

A quick note towards the timeline. Marvel has done a truly admirable job towards keeping their timeline strait, especially with so many writers doing so many things to the characters across many comics lines, some small holes pop up. Particularly the events of the _Ultimate Power_ miniseries. The loss of Fury has many repercussions in this story, and cannot simply be ignored. However, the first mention of him disappearing in the Ultimate Spider-Man line, which this story is heavily grounded in, is the _Death of a Goblin_ arc. The issue most prevalent is Kitty and Peter still being an item in Ultimate Power, which will be ignored in favor of inserting it, continuity wise, between _Ultimate Knights_ and _Death of a Goblin_. More particularly, _Death of a_ _Goblin_ takes place immediately (within two weeks) of _Ultimate Power_. So, for all intents and purposes, this chapter starts several months before _Death of a Goblin_, with the ending of the chapter, the 'now', taking place just before the entire _Ultimate Power_. Fury is going to 'disappear' about a week after the end of this chapter. Following _Death of a Goblin_, this story will disregard the comics in favor of following the unfolding storyline. I tried really hard to clear the timeline up, but if it gets troubling just PM me and I'll try to sort out the problem.

**Behemoth**

**Story of a Metal Hero **

* * *

Ch. 5: Musings or Interlude 1

**Four months ago….**

William walked into a fine restaurant on the top floor of the skyscraper. His blue suit rippled like water as he swiveled around, left-right-left, looking for the business lunch he was supposed to be at. A hand waved him over to an isolated table near a back wall. General Nicolas Fury sat, in the midst of a meal, waiting for Will to make his way over to the table. Will let an almost shark-like grin grace his features as he sat down. "So, General Fury, to what do I owe this honor?" he said. "If you wanted to buy something all you had to do was fill out an order form."

Fury snorted. 'Very funny. You pick that up from Parker?" Will continued to play dumb.

"Parker…Parker… Parker. Nope, name doesn't ring a bell. You must have the wrong businessman."

"You're real funny kid. So funny I should toss you in the cell with Magneto, see how the two of you get along. Or would you prefer to room with Osborn?"

"You have nothing on me, Fury." Will said, hardening immediately. "You may have gotten that genetic tampering bill through, but you still haven't gotten the piece about general meta-human registration through. And you know dam well I'm all natural, or this would be a very different conversation. So if you're going to try and play this game, you can forget it. What do you want?" With a hard look, Fury pulled a lumpy manila envelope out of his coat, set it on the table, and slid it across.

"This is everything we have on OZ, the drug that Norman Osborn has used to cause so much trouble, as well as some blood samples. I've had my people working on this for a year, and we've got nothing. We thought that Richards had it for awhile, but even that's starting to show some doubts. Stark can't make heads or tails of it, and even some of our more… special guests aren't making any headway. You're about the only one who hasn't tried to figure this out yet; so if the answer isn't in that mutant noggin of yours then I'll be forced to admit that Osborn was truly one of a kind. Obviously, this is not something I want to do. Whatever you want, you got it if you figure this out. If you can get this done for me, I guarantee you all the exclusive contracts you want and can handle." Fury finished his diatribe, and looked at Will expectantly.

"Keep the bribes Fury. I want three very specific things. First off, I want to have complete autonomy in everything I do, including certain technologies or ……employees I may or may not employ for any extracurricular activities I do. No governmental agents or agencies looking over my shoulder every ten minutes."

"Done" Fury growled, grinding his teeth.

"Next, I want full right of discovery and testing with anything I come up with from the OZ. I need to know what I've got here. I give you my word that I'll keep another Norman Osborn from happening, but I can't do that without running some more tests." Fury was getting notably apprehensive around this point. After a long moment, he let out a breath he had been holding.

"You know that if something does go wrong, S.H.I.E.L.D. will wash their hands of you. You make a monster, you're getting put away for the rest of your life. Aside from that, fine. You have all the leeway you could want. What else is it you want?" Will took out a pad of paper and a pen from his pocket, tore off a piece of paper and wrote something on it. He slid his piece of paper across the table to Fury who looked at it, and immediately tore it into little pieces. "That's going too far. Way too far. Even if I could authorize this, why should I?" Will smiled, opened the envelope Fury had given him, and removed a formula sheet. He took a glance at it, scribbled a few things on his piece of paper, looked at that and smiled again. He looked up at Fury.

"Because you need me. And because I can figure the formula out within four months. So, those are my terms, all or nothing. Take it or leave it. Do we have a deal?" Fury sat, quietly contemplating his options. None of his resources had been able to crack the chemical code of Osborn's OZ.

"You understand the problem position you've put me in here, don't you Mr. Larc? You know that I honestly can't say no to you, because we need this problem solved. But what you're asking… well, to be honest, I don't think you're quite aware of the scope of problems involved in what you're asking."

"If what I'm thinking this OZ compound is pans out, most of the problem is solved. Not solved, as in viable, but solved nonetheless. All you need to do is handle the legal ramifications, and leave the science to me. Do we have a deal?" Fury looked at the pieces of paper he held, before dumping them in his half-empty water cup.

"Deal. You have four months. If you get the formula pulled apart by then, I'll give you everything you ask for."

"Well then, it looks like I have work to do. Thank you for the wonderful company, General. We simply must do this again. Now if you excuse me, I'm off to my lab." As Will left, General Fury slumped back in his chair, feeling every one of his long years.

* * *

**Two weeks ago**

Peter landed on the roof of the Larc building, and thumbed the trigger on the side of his earpiece. The glass skylight over Will's lab opened, allowing him to drop inside. He looked around, making sure to check the sealed door, before he pulled off his mask and addresses Will. "What was so important that I had to be over here?" he asked. Will, without looking up from his microscope, points to a small pile of papers on the table next to him. On top of the pile are several vials of blood, bearing labels. Peter picked one up. "Umm… why do you have Norman Osborn blood?" he asked. "Shouldn't this stuff be locked up someplace? You're not into that crazy vampire thing now, are you?" Will finally looked up.

"I need a fresh sample of your blood Peter. The sample Fury gave me has gotten old, and I want to check and see if there have been any changes."

"Why the hell are you taking with Fury? And where the hell did they get my blood?" Peter started panicking. Will looked on in mild amusement as Peter started in on panic mode. When Peter realized that Will was watching him, he paused.

"Fury came to me because he can't crack OZ with his people. He tried to lowball me, blackmail me over what I've been doing as Behemoth, but I shot that full of holes as soon as it came up. Then he tried to bribe me with military contracts. When I didn't bite, he gave in to what I asked for in compensation. So now, I need your blood to check for discrepancies between samples."

"What do you mean they can't crack it? Reed Richards fixed up Mary Jane after the clone thing, can't he give it to them?" Will gave a small flinch, barely perceptible, then sighed.

"Pete, I really didn't want to have to tell you, but…" he trailed off. Peter saw his expression, and finished the sentence for him.

"Reed didn't fix it, did he?" he said in a low voice.

"Fury has his doubts. So I get to have a look at the formula, and see if I can find any holes to poke at. Why you've turned out relatively fine, and the compound drove Osborn and Octavius around the bend. Find out what exactly is making you…you."

"I…" Peter was at a loss.

"I know this is hard. And I know that this is the last thing that you want to hear, especially since it puts Mary Jane at risk. But I think that I might have the answer, and I could really use some of your blood to check. And, if you could bring MJ here, so that I can check her too, I might just be able to do something about it."

Peter sat quietly, and thought hard about what Will was asking, but in the end only one this was really an option. "I'll ask her to call in from work tomorrow, and we'll swing by early. Does that wok?" he asked.

"Sure the sooner the better." Will picked up a syringe. "I'll get started on your blood-work right away. I'll give Mary's a once over when she gets here tomorrow." Will stands up and puts a hand on Peter's shoulder. "I know this is hard, but there could be nothing wrong. Reed may have cured Mary Jane. Maybe Osborn has just had too much of it in his system for too long, and that's why Reed's cure didn't work for him or Octavius. Fury just wants me to make sure that that's the case."

"Yeah, I know. Doesn't make it any easier." Peter said, ignoring the small sting of the needle entering his skin. "But you said you think you have the answer?" Peter asked hopefully.

"Possibly. I'll be going over your blood-work for some reactions. And once I have that set up, I can just quickly check Mary's for the same reactions, to know for certain." Peter stood up and pulled his mask back on. "I'll see you tomorrow Peter." Will said.

* * *

**Queens, later that night**

Were one to stand on the roof across the road from the Watson household that evening, a curious sight would be plain to behold. Around the early morning hours, slightly before two A.M., the costumed figure known as Spider-Man swung down towards a window on the second floor. He lightly knocked on the window, and shortly a light came on inside the room. The window slid up, the hero crawled inside, and a red-headed girl stuck her head out the window, looking all around for observers. The light clicked back off, and all appeared peaceful again. Inside was a different matter.

"Peter, not that I mind, but what was so important it couldn't wait a few more hours? Did something bad happen?" When Peter didn't answer, MJ got a bit more worried. "Is it Aunt May? Should I call an ambulance?" Peter shook his head, and sat down on the end of his bed.

"Sit down MJ." She sat. "Mary… I love you so much, ok? Just remember that." When she just clutched at his arm even tighter. "You-you remember the guy I was telling you about? Larc, the businessman who built himself a suit of armor to play Iron-Man?" Mary Jan nodded. "Fury got a hold of him to… to look at the Oz compound. Reed's cure isn't looking to be stable." Peter slumped, as MJ looked at him with shock.

"You mean…? I-I'm going to turn into that thing again?!?" MJ started to freak out.

"NO!" Peter said in a loud whisper, jumping up and grabbing Mary Jane, and holding her tight. "Will is really, really smart. That's why Fury came to him. If there's anyone who can help you, it's him. He just needs us to come in tomorrow morning so he can check your blood. It's going to be alright, MJ."

They sat like lat, and stayed locked in each other's embrace for an undeterminable amount of time. Mary Jane cried a bit into Peter's shoulder as he made soothing noises and rubbed her back. After a while, Mary Jane gave a sort of half strained laugh, sniffling a bit as she spoke. "Well, at least you're not breaking up with me again."

Peter laughed a bit too "Is that what you thought? MJ, you're stuck with me."

"Peter, I-I'm scared. Will you stay with me tonight?"

"Of course. I'm right here." The two laid down on MJ's bed, Peter spooning Mary Jane from behind as he held her tightly, and waited for the morning to come.

* * *

**Larc Tower, 4 A.M.**

Will was still hunched over his workbench, gently piping a chemical into a series of small slides, containing several different blood samples. The chemical, the result of several months of difficult calculations, side-by-side comparisons of samples, and a quick fight with an uncooperative centrifuge, was a pale blue in color, and almost carbonated in nature. When the blue concoction is added to Peter's blood, it hissed a bit, and a milky white fluid separates from Peter's blood, running over the edge of the slide and into the petrie dish underneath. Smiling a bit, he moves on to Octavius's blood. Performing the same action, he frowns when he gets a different result. The blood seems to take on a metallic sheen, before turning into a powdery material. Will puffs a breath over it, and some of the dust blows into the dish underneath. With a frown, Will turned away from those two samples, and piped the last of the fluid into Osborn's blood. His eyebrows visibly arch at the reaction. "Well, that's certainly very interesting." Will looks up, and rubs his eyes a bit. Glancing at his watch, he starts to pack away his samples.

* * *

**The next morning**

It's about eight A.M. when Peter and Mary Jane walk into Larc Tower. Nervously clutching each-other, Peter steers them towards the elevators in the back. They pass through the security checkpoint unchallenged. Glancing about, the lobby is unusually busy for this early in the morning. Contractors and construction workers appear to be running around, beginning some sort of major construction project. The elevator arrives promptly, and the two begin their ascent to the top floor.

When the two arrive, Will is sitting at a small coffee table in his reception room, a small set up on the table in front of him. He rose to greet the two. "Peter, Mary Jane. Thank you for being so prompt. This should be rather quick. If you could take a seat?" MJ and Peter sat down in the offered chairs, and Will produced and empty syringe, and took a quick sampling of Mary's blood. "Now, this shouldn't take much time, and to tell the truth, I already have my suspicions. But first, Miss Watson, could you please tell me what you remember of your being dosed with the OZ?" Mary Jane looked confused, but started talking.

"Peter told you about the government cloning him, right?" At Will's nod, she continued. "Well, one of them with a mental …problem kidnapped me. When I woke up, I was in a giant glass dome, and at some point he restrained me. He said he injected me, but when I woke up I didn't have any needle marks, and there were vents in the floor, so I'm guessing it was probably some sort of gas? Is that good?" Will nodded again.

"Thank you, that's more than enough." Will pushed the plunger on the syringe, and some of MJ's blood was piped onto a slide in a dish. Will set down that syringe, and picked up one filled with the blue fluid. "The moment of truth." he said solemnly. Piping the solution onto the slide, all three leaned in and looked at the slide. To be honest, it was a bit less exciting than Peter or MJ had thought. The blue fluid seemed to flow through the blood, winding like a small creek. The edges where the two fluids met seemed to bubble a bit, and the blue liquid was slowly eaten up. Will sighed, and sat back in his chair, a huge weight seeming to come off of his shoulders. "Thank god. Well, there's good news, and there's bad news. Who wants what?" Will looked at the two teens. MJ was still looking at the dish.

"You can't cure me, can you?" she said in a small voice. Will gave a heavy sigh, and sat up straighter.

"Well, not really. But, before you freak out, hear me out. It's not all bad." Peter and MJ looked up, hanging on his every word. "I'm not entirely sure how Osborn came about OZ, but I'm relatively certain that he had little to no hand in its development. He's a capable scientist, to be sure, but he's far more of a businessman, and prior to his accident he had no sort of enhanced cognitive abilities." Will held up a hand to forestall Peter's question. "No, I'm not saying he's a genius now, but… Ok, this is where it's going to get a bit hazy, alright?" Nods. "OZ is unlike anything I've ever seen. I've never even come close to this in my wildest dreams. Since you're both rather bright students, I'm sure you know how evolution works. What OZ essentially is, is a chemical that spurs evolution in the cellular structure of whatever it's introduced to. Once introduced to the body it's ubiquitous, it will bond to any genetic material it comes into contact with. What the OZ does once it's in the body; however; is force the cellular structure to undergo a forced evolutionary leap. After running the calculations, the rough amount that Osborn introduced into his blood, over the course of several months, forced an evolutionary leap of several million years. But further than that, his cells have been programmed to _produce_ OZ now, likely due to the sheer amount of it he flooded his system with. Fury won't like to hear this, but he won't be able to keep Osborn from transforming if he's conscious."

"So _that's_ how he keeps getting out!" Peter exclaimed. MJ shushed him.

"Quite. Now, Peter, in your case the OZ that entered your system was also genetically fused with spider DNA. The OZ enhanced the venom, so your initial sickness was your cells being turned essentially to poison. However, once the OZ started bonding with your cells, your immune system overcame the venom's destructive influence. The spider DNA got replicated into your cells, however, turning you into an evolutionary hybrid of human and spider. However, the relatively small amount of OZ that got into your system created a much less drastic effect. You gained evolutionary benefits that spiders evolved over the history of existence, grafted into your cells." At this, Will produced a slide with Peter's blood, and repeated the process from the previous night. "The chemical that I synthesized could possibly flush the traces of the spider venom from your system, but the change to your cells would remain the same. The serum wouldn't weaken you, and you wouldn't lose your powers." The teens looked at the reaction provided by Peter's blood, MJ with less obvious interest than Peter. "Now, watch the reaction that Harry's and Octavius's blood react." After powdering Octavius's blood, and Harry's showing a similar reaction to MJ's, Will spoke again. "Now, Peter, I'm sure you can figure out what these two samples have in common." Thinking a bit, Peter snapped his fingers and spoke.

"Both of them were doused with OZ that had been treated with Norman's blood. That's why they have different reactions; because Harry is related to Norman and Otto isn't. Right?"

"Exactly. There wasn't too much of a problem for Harry, being doused with the OZ dosed with his father's DNA. The two are similar enough that it forced a similar evolutionary leap to his father. He was dosed with a smaller amount, but the delayed reaction came from the manner he was exposed to the OZ. When the elder Osborn …reacted to the OZ solution, his resulting transformation caused much of the equipment in the lab to explode, along with the lab itself. Including several large tanks of OZ dosed with Norman's genes. Now, when OZ is exposed to nitrogen, it starts the chemical reactions that it's been designed to. When introduced intravenously, it is activated by the trace amounts of nitrogen in the bloodstream. However, when exposed to the nitrogen in the air we breathe, it also reacts with the trace amounts of argon, and vaporizes. So when the extra tanks of OZ blew, the liquid inside evaporated, for lack of a better term, and was inhaled by Harry and by Otto. As I said, it wasn't too much of a problem for Harry's body to adapt. After a critical amount of built up in his body, he was able to trigger a transformation. Now, in the case of Octavius, however, the OZ had an unexpected reaction. For some reason, Otto's and Norman's genetic structures are completely incompatible. As is every other person's blood I've attempted to splice with Osborn. The OZ is at this point, literally, the only thing keeping Octavius alive. It gave him control over metal, but if it were ever flushed from his system, his body would probably tear itself apart. That's what happens to his blood sample, anyway." Will pulled out one more blood sample. "But here's the interesting one. Norman's blood. I told you his cells actually generate OZ, right? Watch what happens when I introduce my chemical." Will piped the last of the chemical into Norman Osborn's blood, and leaned back. The reaction was akin to the Middle school science fair staple of mixing baking soda and vinegar. The area that Will had introduced the chemical to turned a violent shade of green, and frothed. Within seconds, the entire sample had changed to a green-tinted orange. "As I said, the cell's will actually manufacture OZ. The most my chemical can do is force an activation of the OZ-production in Osborn's cells, forcing him to change. Even that might only work once or twice before he becomes immune to _that_. So, unfortunately, Fury will have to accept that Osborn will need to be kept sedated to be kept in custody." Peter and Mary-Jane sank back into their seats. It had been an exhausting conversation, but informative. And it was, just now, nine A.M. The two had been there for just about an hour. After a few moments, Mary-Jane spoke.

"So. What now?" she asked. Will stood up, and started pacing.

"We have a few options. Wherever we end up going with this, I plan to do my best to help. First option: we can attempt to continue the OZ suppression therapy that Richards came up with. It should still work, for now. But I'm worried that in the end it might end up making the OZ in your system more prevalent, and that eventually the treatments should stop working altogether. Second option: we can simply do nothing. This might actually work better than the first option. The initial treatment is holding for now, and should continue to do so for at least a few more years. But eventually, your 'other side' will resurface." Here Will paused, took a deep breath, and continued. "Third option: embrace it. As of right now, you seemed to transform when you were in high-adrenalin situations. It evoked a fight-or-flight response, and your body adapted to the fight side. You're a chemical mess inside when that happens. But, I think that if we were to trigger the response in a controlled environment, and give you the time to adjust to your new state before you change back, that you will eventually be able to control the transformation, like Osborn does."

'Yeah, but Osborn's bat-shit crazy." Peter pointed out.

"True," Will said "but that has more to do with the sheer amount of OZ his cells produce. He's in a constant state of accelerated evolution, with no chance for his body or mind to adjust to his new 'self', if you will." Peter digested the information, and turned to Mary-Jane.

"It's up to you MJ. I'll support whatever you decide." MJ sat for a few moments.

"Can-can I be a … can I help, like you and Peter do?" she asked quietly. Will sat back down.

"If that's what you want, then I'll do everything I can to help you."

"Will Fury really let her, though?" Peter asked.

"One of my… stipulations, for working on the OZ was complete autonomy for myself and, by extension, anyone that I'm willing to 'sponsor'."

"Really? That's kind of hard to believe." Peter said, slightly skeptical.

"He really doesn't want to admit that Osborn has out-smarted everyone he has on payroll." Will sighed. "Unfortunately, that's what the evidence points to. Thankfully, I did figure out why the formula can't be removed from Osborn's blood, so I can stick it to Fury and get what he promised me."

"I dunno," Peter said. "Even if Fury promised you something, he seems like the type to not follow through if you don't give him an answer he likes." As he said this, Will smirked.

'Of course not. But I have a few people that owe me favors in the government. And I have Fury on tape saying he'll give me what I asked for. I can make his life rather unpleasant if he doesn't follow through, and he knows it." Peter still looked skeptical. "I don't blame you for being wary, Peter. With the number of problems that Fury and S.H.I.E.L.D. have caused you, I would be paranoid every time I heard his name. But just leave that to me." Peter bit back an augmentative retort, and nodded. Then he decided to direct the conversation in a different direction.

"What's going on down in the lobby? Looks like you're taking spring cleaning to a whole new level." he quipped.

"Ah, one of many, many side projects I've finally managed to green-light. Should be pretty exciting, but I need to keep it under wraps until a good portion of the construction is finished."

"And when will that be? Can I sneak a peek now?"

"No, no you may not. But you'll be more than welcome to take a tour after I make the official announcement."

"You know, I really hate it when you dodge my questions." Peter groused. "Will you at least tell me when you're going to make your 'big announcement'?"

"Well, if the construction crews manage to coordinate, and everything is finished by the dates I was given, then two weeks from now." Will replied. "And if it's alright with the both of you, Mary Jane's training should probably wait until after that as well. I'm going to be very busy the next few weeks, between fighting with Fury and getting this project off the ground. It might even cut into my nightly patrols."

"Wow. That serious, huh?" Peter asked.

"Yes. I don't take this lightly but, well, I'm hoping that an investment of time now will pay dividends in the future, as far as our 'side-work' is concerned.

"Well, since you're the only one knows what's going on, I'll take your word for it. Listen, I'm going to get Mary Jane out of here. We have a lot to take in. I'll visit after you make your public announcement."

"Thanks Peter. I'll talk to you later."

* * *

Later that day

"Director Fury, Mr. Larc is here to see you." the intercom of Fury's desk intoned.

"Send him in." Fury answered. The door to the office opened, and Will strode in. "Well, Mr. Larc, so soon? You still have two more weeks left before your time runs out."

"Funny, Fury. You get that from Parker?" Will shot back, consciously mirroring his words from their first meeting. "And no. I have the results of all of my testing. I have bad news, worse news, and downright terrifying news. Which one do you want first?" Fury closed his eye, and massaged his temples with his fingers.

"Just lay it on the line. Something resembling a pattern I can follow, please."

"Well, the bad news is that you have to keep your promise. Get that paperwork started, because I've followed through on my part of the deal. But that brings us to the worse news. You're never going to be able to 'cure' Osborn, or any of them, because once OZ is in there, it's in for good."

` "You're sure? There's nothing we can do to any of them?"

"Well, I've come up with a solution that will temporarily neutralize a small amount of OZ in a person's system, but it will only work very briefly. Say, about as long as it takes to circulate the solution fully throughout the body. Oh, but it probably won't work on Osborn senior, and it will definitely kill Octopus. So be careful with how you use it." Fury sighed.

"And so what's the terrifying news, then?" Will grew uncharacteristically serious.

"I've seen your intel on Osborn, both the file you provided, as well as a few other things you had laying about. I've also looked heavily into his past, including his grades. I can flat-out tell you, I'm almost completely certain that Norman Osborn did not have the brainpower required to make this serum. I don't think I have the brainpower to make this, or Reed, or any of the other impossibly smart people you have on payroll, General. I've included a full analysis of how I believe OZ to work, and you can have your people go over the notes whenever you want. But the bottom line is, I do not believe that Norman Osborn could have created OZ. And that means that there's a good possibility the person who did make it is still out there." The silence in the office was deafening. Fury opened and closed his mouth several times, before opening the bottom drawer of his desk and pulling out a bottle of scotch. He poured himself a shot, downed it, and stood up.

"I thank you for bringing this to my attention, Mr. Larc. I'll have people look over your notes, and see what they have to say about them. If your work pans out, then we can discuss your compansa-" Will stopped allowing himself to herded from the office, and fixed Fury with a wooden gaze.

"Don't try to lowball me here, Director. I won't beat around the bush, we both know that I have my share of contacts that could make your life less than pleasant politically. I certainly hope I won't have to call in any favors to guarantee that you keep your word."

"I'll have a courier bring you your copies of the transfer papers and dossiers within the next three days. It shouldn't take more than a week or two for psych and administration to clear their release to your supervision." Fury amended hastily. "I'm still not happy about this."

'It's the best shot they have and you know it." Will countered. "But I thank you for being candid with me, at least. Two weeks should work just about perfectly. I'll keep in touch." Will left the room, and Fury slumped back into his chair behind the desk.

* * *

Now, 3:00 P.M.

As Peter left school, he held Mary-Jane closely. It had been a harrowing couple of weeks for both. Peter had been to another dimension, and Harry had died. After speaking up in class today, several other students had stood up and shared stories of Harry, what they had remembered of him. All around, it had been a rather emotionally trying day. Which did rather explain why Peter reacted as little as he did when a tan SUV pulled up alongside the curb, and a window rolled down.

"Hey Peter, MJ." Will said.

"Oh. You." Peter said. He was less than happy with him, then.

"For what it's worth, Peter, I'm sorry about your loss. And for not being here the last couple of weeks. Looks like I picked a poor time to pay attention to my overseas interests." Will replied, completely serious. "Would you two like a ride?"

"Yeah, sure." Peter said, after checking with MJ. They climbed into the backseat, which looked more like what would be found in a limo, than a soccer-mom's car.

Noticing their looks, Larc commented. "It's my 'covert' vehicle. It's comfortable to ride in, and Cassie is an excellent driver." He gestured to where she sat in the front, and Cassie gave them a small wave. "Like I said, Peter, I'm sorry about not being here to help you. If I had just been a little closer…"

"It's not your fault." Peter said in a small voice. "There was no way that any of us could have known something like this could have happened."

"Still, I'm sorry Peter. How are the two of you holding up?"

"We're alright," Mary-Jane answered. "At least, as well as we can be under the situation."

"Right. Well, that was part of why I stopped by. I know that you had expressed interest in roaming the rooftops at night with Peter and myself, and in light of… recent situations, I felt that it might be in everyone's best interests to start sooner rather than later. If the two of you can swing by my building tomorrow, we can get started. I'll have a lab environment set up that should be safe for our purposes. And, if you're interested, I should be able to give you a tour of the… renovations I've put much of the tower through." Peter perked up a bit at that.

"Still won't tell us what it is?" he pressed.

"Well… if I were you, I wouldn't want to miss the 7 o'clock news tonight, if I were you." Will said with a small smile. Cassie chuckled from the driver's seat, and pulled over in front of Peter's house. "Here you are. I'll see the two of you tomorrow. Make sure you catch the news tonight." With that, the car drove off, back towards the city. Peter and MJ looked at each other, and raced back in to Peter's house.

"Aunt May, I'm home!" Peter called out as he entered the house. "MJ is with me." Aunt May came out of the living room, into the front hall.

"Hello Mary. Who's car was that Peter? I hope you're not accepting rides from strangers, you know better."

"No, it's somebody I know, he's just… well…"

"Peter…"

"He's someone I know from my… night job. He knows who I am, and I know who he is. And he's been giving me a bit of help, lately." May sighed.

"Well, I hope that you know what you're doing. What sort of help has this 'person' been giving you?"

"Well, he has some real cool toys he's been more than willing to share." Peter showed her the earpiece. "It's connected to a crime scanner, and lets me get into his hideout. He's got a pretty impressive setup in there. He's a god guy, Aunt May. This isn't like the last time I got involved with other powered people. Heck, S.H.I.E.L.D. is even leaving him alone!"

"I suppose that is something." she conceded. "Mary, would you like to stay for dinner?"

"Thank you, Aunt May. I should call my mother, and let her know I'm over here. We should probably go set up, and wait for the news, Peter."

"Oh, yeah, we have to watch the news tonight, Aunt May. Apparently there's something that's going to be on tonight we can't miss."

"Go start your homework on the couch then. I'll see about ordering a pizza or two so that we can eat in the living room tonight."

"Thanks Aunt May! You're the best!"

* * *

That Night, 7:00 News

"Tonight, we bring you an in-depth look and interview with one of New York City's rising sons, Mr. William Larc. Mr. Larc, as many may remember, was orphaned at a young age, and took over the reigns of the company that his father had founded. Generally considered a prodigy and a wiz-kid, at the startling young age of twenty, Mr. Larc heads up one of the richest companies in the world. And with all of this, William Larc is still one of New York's most philanthropically minded individuals, financing and constructing several hospitals, as well as building and maintaining some of the city's best low-income housing. And here he is today, with yet another announcement of work undertaken by his company. The following is a taped statement and tour, given by Mr. Larc, earlier today." The screen cut to a small podium in the lobby of the Larc building.

"Good afternoon, ladies and gentlemen. As you all know, I've made it my mission to give back to the city in as many ways as I can. I have done a lot to help this great city, but I'm not going to be satisfied with what I've done so far. Something recently came to my attention; it was pointed out to me that there was an area where I could do the public some good, that I had not previously considered. So, it is without further adieu that I would like to announce the formation of the Integrated Student Program that will shortly be available through Larclite Industries."

"Mr. Larc, Mr. Larc!" One of the reporters managed to garner his attention. "You've built several schools in the past. What is it that makes you Integrated Student Program so important?"

"Well, quite simply put, the ISP is designed to integrate normal students into classes that contain… powered individuals." A flurry of shouting came from the reporters. "Please, calm yourselves. I am more than happy to accept questions, but they will have to be presented in an orderly manner. You." he said, pointing."

"What brought this decision about? Do you feel that you may garner ill will for teaching mutants?"

"Well, to start with, I don't imagine I'll be doing much of the teaching." Will said with a smile and a chuckle. "But seriously, I made this decision because somebody needs to do something. We won't be accepting solely mutant students; as those of you who have done any research can probably recognize, there have been more and more individuals lately who have some sort of 'ability' or 'power' that puts them outside the realm of the everyday. And while there are some places to deal with those individuals, they primarily deal with those of exceptional intelligence, or those who are mutants. My program will be open to all who are interested, regardless of the source of their powers, or how smart they are. And, in order to help educate the public, we'll be integrating normal, baseline human students into the classes. It is our hope that, by taking classes alongside each other, powered and non-powered individuals will gain an appreciation for each other, and will help to lead our world into a brighter future."

"What about the danger to those student who don't have powers?" one reporter shouted out from the back.

"I'm glad you brought that up." Will said. "Throughout the entire complex, a state of the art security system has been installed. I have prepared a few videos for you, if you will direct your attention to the screen behind me." The camera zoomed in on the screen behind Will, which had lit up with a video presentation. On the screen were two individuals in jumpsuits, who had their faces obscured. Standing about a foot from one another, one suddenly lit himself on fire, and attempted to throw fire at the other one. Nearly as quickly as the first individual had summoned the fire, however, an incandescent blue energy shield had shimmered into existence around the individual. When he attempted to throw the fire, it simply dissipated into nothingness. The video repeated itself, before another took it's place. This time, a noticeably larger individual threw a devastating punch at the smaller person. The same energy field shimmered into existence, preventing the punch. This time, however, a panel in the floor opened, and metallic tendrils extended to restrain the still struggling individual. William continued."As you can see, these are just some of the measures we have taken to ensure the safety of the students. Obviously, I can't show you all of the security measures in place, but I can assure you that they are completely non-lethal, and that the safety of the students has been one of my primary concerns. These measures have been tested and proved to be useable on nearly any power or ability." There was an appreciative murmur from the crowd of reporters as the videos started back up. "Now, if you'll all follow me, we have some supplemental materials available to take with you that should answer any other questions you may have, as well as a small luncheon for you all to enjoy." The video faded out, as the newscaster looked back into the camera.

"Well, there you have it folks. That was William Larc, of Larclite Industries, with one of the most controversial announcements we're heard this year. We'll be back after the break with some comments from local agencies and individuals on the viability of this Integrated Student Program initiative." Peter shut off the television.

"Holy crap." Was all he could say.

"You said it." MJ replied. "I can't believe it."

"I'm assuming you're going to want to transfer, Peter?" Aunt May asked him. "And if he goes, I assume you'd go, as well, Mary Jane."

"Well," Peter hedged. "I'd like to get to know a little bit more. It looks like it might be a good program, at least."

'Wouldn't you need to worry about someone in the administration, or that Mr. Larc, finding out about your powers?" Aunt May worried.

"Well…., you know how I met that new co-worker. Who gave me and Mary Jane a ride home today?" Aunt May's eyes widened. "Let's just say that Tony Stark may have inspired a copy-cat." Mary Jane stood up.

"Well, I'm going home. I've got to start convincing my mom that I'm going to need to transfer schools. Do you think we could get some more information on this tomorrow Peter?"

"Oh? Where are you going tomorrow, Peter?" Aunt May asked.

"Bye Peter." Mary Jane said, quickly leaving, while at the same time, Peter began. "Well, um, that is…"

* * *

Triskelion, Carol Danvers office

"Director Danvers, there's a Mr. William Larc on line one for you." The intercom burbled. "Shall I patch him through?" Carol Danvers sighed.

"Yes, go ahead. I've been expecting this." The intercom clicked off while the video monitor on the far wall clicked on. Will was wearing his suit, with the coat off and the tie loosened.

"Ah, thank you for your time, Director Danvers. I trust I have not interrupted something important?"

"No, Mr. Larc, you haven't. Truth be told, I was rather expecting this call. But how about you tell me why specifically you're calling?"

"Well, I trust that my announcement this afternoon didn't exactly come as a shock to you. I'm sure that you have Fury's files, at least for the most part. And so I'm sure that you know what he still owes me."

"And?"

"And I still expect payment."

"Mr. Larc, I'm not exactly sure what you think you're going to accomplish here, but I don't think that the knowledge you provided Fury with was worth the price tag attached. Now, if you'd like to talk about compensa-"

"Look, I know you're not exactly thrilled to be thrust in the middle of the mess Fury left. I believe you put it as 'you were playing a game, and it wasn't one you were particularly good at, but still had to play'. Well, I can make that game harder, if you'd like me to. I'm still autonomous, and will stay that way thanks to the deal with Fury. I have that in writing, and backed up so many places that you will never be able to remove the evidence. But I still have favors I can call in, and will use them to get my way if I must. I know that there's a General Rockwell who's looking for funding to start a counterpoint to the Ultimate's- one on a tighter leash. I'm sure he'd be more than willing to accept some donations." Will gave a cold smile. "I'm more than willing to play this out however I have to. But alternatively, I'm more than willing to continue working alongside S.H.I.E.L.D. in the future. It's up to you."

"You wouldn't seriously go to Rockwell. If you know what he's trying to put together, you know that he's years away from anything viable and that he's a complete bastard."

"That may be, but it's easier to work around a brick wall than try to go through. I'm not saying that it's an option I want to take, I'm just saying that it's one that I'm willing to take. You're in a unique position, Director. Fury and myself butted heads on several issues. We didn't like each other, and that affected the relationship between our respective organizations. But a good deal of that had to do with the fact that Fury was set in his ways, and I was rather new to the whole scene. However, with you, we have the option to work together better. If S.H.I.E.L.D. is willing to work amicably with me, I'm more than happy to reciprocate. You have the opportunity to set the tone for this relationship. But, I've taken up enough of your time for the moment. Take a week to think about it. I'll contact you next Friday." The monitor went black as Will ended the connection from his end.

"Dam kid." was all that Danvers could say. She pressed the button on her intercom. "I'd like Tony Stark and the heads of PR and R&D up here as soon as possible.

* * *

A/N: Aaaand, done! Jeeze, it's only taken me over a year. Oh well. No excuses, and don't think that chapter 6 will come much quicker.

I went pretty heavy on the pseudo-science in this chapter. Meh, I'm not a scientist. Don't wanna hear people freaking out about 'That's not how X works!' or whatever. If you'd like to point out something without being condescending, I'm more than willing to take it under advisement.

I also took a few liberties with off-panel actions from the Clone Saga, and am kind of upset with Ultimate Power. And don't even get me started on the Ultimatum/ Ultimate Comics launch. Nothing post- Death of a Goblin applies here.

As always, reviews are appreciate.

Samui out.


End file.
